EXHIBIT 10.54


                                                                  Loan # 01-0230

                                 PROMISSORY NOTE
                               (Construction Loan)

$1,239,000.00                                                      July 26, 2001

                           117 290th Avenue Northeast
                               Carnation, WA 98014

     NOTICE:  ORAL AGREEMENTS,  PROMISES OR COMMITMENTS TO LEND MONEY, TO EXTEND
CREDIT,  TO MODIFY OR AMEND THE TERMS  UNDER  WHICH MONEY WAS LENT OR CREDIT WAS
EXTENDED, TO RELEASE ANY GUARANTOR OR CO-SIGNER,  TO FORBEAR WITH RESPECT TO THE
REPAYMENT  OF ANY DEBT OR THE  EXERCISE  OF ANY  REMEDY,  OR TO MAKE  ANY  OTHER
FINANCIAL  ACCOMMODATION  PERTAINING TO A DEBT OR OTHER  EXTENSION OF CREDIT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.

     FOR VALUE  RECEIVED,  the undersigned  ("Borrower")  promises and agrees as
follows:

     1.   Principal.  In return for a loan that Borrower has received,  Borrower
promises  to pay to  Seattle  Funding  Group,  Ltd.,  a  Washington  Corporation
("Lender"),  or  order,  $1,239,000.00  or so much as may be  outstanding,  plus
interest. Borrower understands that the Lender may transfer this Promissory Note
(the  "Note").  Lender or  anyone  who takes  this Note by  transfer  and who is
entitled to receive payments under this Note is called the "Note Holder".

     2.   Line of Credit.  This Note  evidences a straight line of credit.  Once
the total amount of  principal  has been  advanced,  Borrower is not entitled to
further loan  advances.  Advances  under this Note,  as well as  directions  for
payment  from  Borrower's  accounts  may be  requested  orally or in  writing by
Borrower or by an authorized person.  Lender may, but need not, require that all
oral  requests be  confirmed  in  writing.  The  following  party or parties are
authorized to request  advances under this line of credit until Lender  receives
from Borrower written notice of revocation of their authority:  Brookhaven Homes
Limited  Partnership.  Borrower  agrees to be liable  for all sums  either:  (a)
advanced in accordance  with the  instructions  of an  authorized  person or (b)
credited to any of Borrower's accounts with Lender. The unpaid principal balance
owing on this Note at any time may be evidenced by  endorsements of this Note or
by Lender's internal records,  including daily computer  printouts.  Lender will
have no  obligation  to advance  funds  under this Note if: (a)  Borrower or any
guarantor  is in  default  under  the  terms of the Note or any  agreement  that
Borrower or any  guarantor has with Lender,  including  without  limitation  any
agreement  made in  connection  with the  signing  of this  Note  regarding  the
construction  of  improvements  on the  property  securing  this  note or  other
property, the application of the funds advanced hereunder for said construction,
or the timely  completion of construction;  (b) Borrower or any guarantor ceases
doing  business or is insolvent;  (c) any guarantor  seeks,  claims or otherwise
attempts to limit,  modify or revoke such guarantor's  guarantee of this Note or
any other loan with Lender;  (d)Borrower has applied funds provided  pursuant to
this Note for purposes other than those  authorized by Lender;  or (e) Lender in
good faith deems itself insecure under this Note or any other agreement  between
Lender and Borrower.

     3.   Payments and Interest.

          a. Borrower will make monthly  payments equal to the interest  accrued
on the outstanding principal balance on the first day of each month beginning on
August 1, 2001 and continuing until August 1, 2002  (Conversion  Date), at which
time any accrued and unpaid  interest  shall be due in full.  Borrower shall pay
interest on the outstanding principal of the Note from the date hereof until the
Conversion date at the rate of 13.990% per annum.

          b. If on the Conversion  Date,  Borrower is not in default  hereunder,
the  outstanding  principal  balance  of  the  Note  shall  be  converted  to an
amortizing  term note as  follows:  Borrower  shall  make  monthly  payments  of
principal  and interest in the sum of  $14,670.75 on the first day of each month
commencing  September 1, 2002.  Borrower's  monthly  payments will be applied to
interest before  principal.  If, on August 1, 2007,  Borrower still owes amounts
under this Note,  Borrower will pay those amounts in full on that date, which is
called the "Maturity  Date".  Borrower will make monthly  payments at 1239 120th
AVENUE NE, SUITE J, BELLEVUE,  WA 98005,  or at a different place if required by
the Note Holder.  Interest  will be charged on unpaid  principal  until the full
amount of  principal  has been paid.  Borrower  will pay interest at the rate of
13.990% per annum commencing on the Conversion Date.



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<PAGE>

          c.  Notwithstanding  the  foregoing,  at all times that Borrower is in
default  under this Note,  Borrower  will pay  interest on all amounts due under
this Note at the rate of twenty-five  percent (25%) per annum ("Default  Rate").
Payment of accrued and unpaid  interest at the Default Rate shall be a condition
to any cure and reinstatement of the Note.

     4.   Borrower's Right to Prepay. A payment of principal only made before it
is due is known as a  "prepayment".  So long as Borrower is not in default under
this Note, Borrower has the right to make prepayments at any time without paying
any prepayment  charge,  provided Borrower tells the Note Holder in writing that
Borrower  is doing so. The Note Holder  will use all  prepayments  to reduce the
amount of principal that Borrower owes under this Note provided that Borrower is
current in all  obligations  due under this Note.  If  Borrower  makes a partial
prepayment,  there will be no changes in the due dates of monthly  payments,  or
the Maturity Date.

     5.   Late Charges for Overdue Payments. If the Note Holder has not received
the full amount of any monthly  payment by the end of fifteen (15) calendar days
after the date it is due,  Borrower  will pay a late charge to the Note  Holder.
The amount of the late charge will be five percent  (5%) of the overdue  payment
of principal and interest.  Borrower will pay this late charge promptly but only
once on each late payment.

     6.   Default and Acceleration.  Without prior notice to Borrower,  the Note
Holder  may  declare  the  entire  unpaid  principal  balance  with all  accrued
interest, late charges and other obligations immediately due and payable, in the
event of any one of the  following  circumstances,  each of which is an event of
default hereunder:

          a. If Borrower does not pay any sum due under this Note on the date it
is due, or if Borrower fails to comply with any other obligation of this Note or
any other documents or instruments  executed in connection with this Note, or if
Borrower  commits or suffers  any act which  would  permit  Lender to  terminate
advances under Paragraph 2 hereof.

          b. In the event the Property securing this Note or any part thereof or
interest  therein is  encumbered,  sold (by  contract or  otherwise),  conveyed,
leased without  Lender's  prior written  approval,  or otherwise  transferred by
Borrower;  or if  there  is  any  change  in the  ownership  or  control  of any
Borrower's  stock if Borrower is a corporation,  the ownership or control of any
general  partnership  interest in Borrower  if  Borrower is a  partnership,  the
ownership of any beneficial interests in Borrower if Borrower is not otherwise a
natural person or persons,  or the ownership of stock,  any general  partnership
interest, or any legal or beneficial interest in any corporation, partnership or
other entity that has an ownership interest in Borrower. The Note Holder may opt
to give consent to such transfer and in so doing, may require such modifications
in the terms of this Note, and the interest rate herein provided, as Note Holder
alone shall determine in the exercise of its sole discretion.

          c. On the  occurrence of any event which gives the  beneficiary of the
Deed of Trust  securing  this  Note the  right to  accelerate  the  indebtedness
secured thereby.

          d. If Borrower  fails to make any  payment  when due or to perform any
act  required  under this Note or any other note,  Deed of Trust,  document,  or
instrument which is executed or guaranteed by Borrower, in which "Lender" is the
original lender, or beneficiary,  Borrower will be deemed to be in default under
this Note and all other  obligations  Borrower  has owing to  "Lender"  or "Note
Holder".   Borrower   understands   that   this   is   often   called   a  cross
collateralization  provision  and means that if Borrower is in default under any
note, loan or obligation  owning to "Lender" or "Note Holder" that Borrower will
be in default under all notes,  loans, or obligations owing to "Lender" or "Note
Holder".  If "Lender" or "Note Holder" has the right to declare  immediately due
the full  amount of  principal  and  interest  on any note  because of  default,
"Lender" or "Note  Holder" shall have the right to declare  immediately  due the
principal and interest on all notes or obligations  Borrower owes to "Lender" or
"Note Holder".

          e. Borrower breaks any promise Borrower has made to Lender or Borrower
fails to perform  promptly at that time and  strictly in the manner  provided in
this Note or any Deed of Trust or  Security  Instrument  related to or  securing
this Note, or in any other agreement or loan Borrower has with Lender;



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<PAGE>
          f. Any  representation  or  statement  made or  furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material respect;

          g. Borrower becomes insolvent, a receiver is appointed for any part of
Borrower's property,  Borrower makes an assignment for the benefit of creditors,
or any proceeding is commenced  either by Borrower or against Borrower under any
bankruptcy or insolvency laws;

          h. Any  creditor  tries to take any of  Borrower's  property  on or in
which Lender has a lien or security interest;

          i. Any of the events  described  in this default  section  occurs with
respect to any guarantor of this Note;

     7.   No Waiver by Note Holder.  Even if, at a time  Borrower is in default,
the  Note  Holder  does  not  require  Borrower  to pay  immediately  in full as
described  above, the Note Holder will still have the right to do so if Borrower
is in default at a later time.

     8.   Payment of Note Holder's Costs And Expenses. The Note Holder will have
the right to collect  from  Borrower  all costs and  expenses  incurred  by Note
Holder or its  predecessors in interest in enforcing this Note to the extent not
prohibited by applicable law. Those expenses include,  for example,  but are not
limited to, reasonable attorneys' fees including attorneys' fees incurred in any
appeal and in any proceeding peculiar to federal bankruptcy law.

     9.   Bankruptcy Reorganization.  For the purpose of any reorganization plan
under the United States Bankruptcy Code, including, without limitation, Chapters
11 and 13 thereof and Code  Sections  1123 and 1322 of said  Chapters,  any cure
contemplated  by said plan shall  require the full payment of accrued and unpaid
interest at the Default  Rate set forth herein and payment of all other sums due
by reason of Borrower's  default.  Arrears  accumulated  and unpaid shall accrue
interest at the same rate  applicable  to the  Principal  during the life of the
plan, and all payments towards arrearages under such  reorganization  plan shall
be applied  first to the  interest  accruing on the  arrearages  and then to the
arrearage balance.

     10.  Giving of Notices.  Unless applicable law requires a different method,
any  notice  that  must be given to  Borrower  under  this Note will be given by
delivering  it or by mailing it by first  class mail to  Borrower at the Mailing
Address  below or at a  different  address if  Borrower  gives the Note Holder a
notice of a different address.  Any notice that must be given to the Note Holder
under  this Note will be given by  mailing  it by first  class  mail to the Note
Holder at the address stated in Section 3(b) above or at a different  address if
Borrower is given a written notice of a different address.

     11.  Obligations  of Persons under this Note. If more than one person signs
this Note,  each  person is fully and  personally  obligated  to keep all of the
promises  made in this Note,  including the promise to pay the full amount owed.
The Note  Holder may  enforce  its rights  under this Note  against  each person
individually  or  against  all  signatories  together.  This  means that any one
signatory may be required to pay all of the amounts owed under this Note.

     12.  Waivers.  Borrower and any other person who has obligations under this
Note waive the rights of presentment and notice of dishonor. "Presentment" means
the right to require the Note Holder to demand  payment of amounts due.  "Notice
of  Dishonor"  means the right to require  the Note  Holder to give  notice that
amounts due have not been paid.

     13.  Secured  Note.  This Note is secured  by a certain  Short Form Deed of
Trust (the "Deed of Trust")  executed by Borrower which  encumbers  certain real
and  personal  property  therein  described,  and  certain  property of Borrower
hereafter  acquired  and  added by  rider  to said  Short  Form  Deed of  Trust.
Reference  is made to the  Deed of  Trust,  and the  master  Form  Deed of Trust
incorporated  therein,  for further rights of acceleration  of the  indebtedness
evidenced by this Note, and for further  obligations of the parties hereto as to
payments of taxes and insurance and other obligations.  In addition to any other
remedy which may be provided in the Deed of Trust,  the holder hereof may add to
the  principal  balance  of this Note any sums  advanced  by Note  Holder or its
predecessors  in  interest  for  the  payment  of  taxes,   insurance  or  other
obligations required to be paid by Borrower pursuant to the terms of the Deed of
Trust,  together  with any  charges  or  assessments  which  may be  levied  for
nonpayment.  Any sums paid shall be added to principal and will bear interest as
in this Note provided.


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<PAGE>

     14.  Commercial  Purpose.  Borrower  represents and warrants to Lender that
the loan proceeds disbursed by Lender under the Note shall be used for business,
commercial or investment  purposes.  Borrower  acknowledges  that,  but for this
representation and warranty,  Lender would not grant the loan to Borrower on the
terms  represented  in the  Note,  the  Deed of Trust  and the  Loan  Documents.
Borrower further  acknowledges that Lender is relying  exclusively on Borrower's
representation  and warranty  hereunder in Lender's  determination of the use of
loan proceeds,  and will make disbursements  under the Note in material reliance
on such representation and warranty.

     15.  Governing  Law.  If a law,  which  applies to this loan and which sets
maximum loan charges,  is finally interpreted so that the interest or other loan
charges  collected or to be collected  in  connection  with this loan exceed the
permitted  limits,  then (i) any such loan charge shall be reduced by the amount
necessary to reduce the charge to the permitted limit; and (ii) any sums already
collected  from  Borrower  that  exceeded  permitted  limits will be refunded to
Borrower.  The Note  Holder  may  choose to make this  refund  by  reducing  the
principal  Borrower  owes  under  this  Note or by  making a direct  payment  to
Borrower.  If a refund  reduces  principal,  the reduction  will be treated as a
partial prepayment.

                                        Entity Planners International, Inc.,
                                        A Nevada corporation,
                                        General Partner;


                                        By: /s/ Wade B. Cook
                                            -----------------------------------
                                            Wade B. Cook, President


                  Mailing Address:      14675 Interurban Avenue South
                                        Seattle, WA 98168-4662






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